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                                                                   Exhibit 10.50


              THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE
               UPON THE EXERCISE OF THIS WARRANT ARE TRANSFERABLE
               ONLY IN ACCORDANCE WITH SECTIONS G AND H, HEREOF.

             Void after 5:00 P.M., New York Time, on June 25, 2001

                              Warrant to Purchase
                                 340,000 Shares
                                of Common Stock

                        WARRANT TO PURCHASE COMMON STOCK

This is to Certify That, FOR VALUE RECEIVED, BAYTREE ASSOCIATES, INC. (the
"Holder") is entitled to purchase, subject to the provisions of this Warrant,
from Reddi Brake Supply Corporation, a Nevada corporation (the "Company"), an
aggregate of 340,000 shares (the "Warrant Shares") of the Company's Common
Stock, par value $.0001 per share (Common Stock) at a price of $1.50 per share
(or such other price computed by applying all adjustments made on or before
June 25, 2001, in accordance with Section F. hereof, to $1.50) at any time on
or after June 26, 1996 until 5:00 P.M. New York Time, on June 25, 2001. The
number of shares of Common Stock to be received upon the exercise of this
Warrant and the price to be paid for a share of Common Stock may be adjusted
from time to time as hereinafter set forth. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price of
a share of Common Stock in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price."

A.       EXERCISE OF WARRANT. Subject to the following conditions precedent and
         the provisions of Section H. hereof, this Warrant may be exercised in
         whole or in part at any time or from time to time on or after June 26,
         1996, and before 5:00 P.M. New York Time on June 25, 2001, or, if
         either such day is a day on which banking institutions are authorized
         by law to close, then on the next succeeding day which shall not be
         such a day, by presentation and surrender hereof to the Company at any
         office maintained by it at 1376 Walter Street, Ventura, California
         93003, or at the office of its Warrant Agent, if the Company has given
         notice thereof to the Holder, with the Purchase Form annexed hereto
         duly executed and accompanied by payment (in cash or by cashier's or
         certified checks or by wire transfer) of the Exercise Price for the
         number of shares specified in such form. If this Warrant should be
         exercised in part only, the Company shall, upon surrender of this
         Warrant for cancellation, execute and deliver a new Warrant evidencing
         the rights of the Holder hereof to purchase the balance of the shares
         purchasable hereunder. Upon receipt by the Company of this Warrant at
         its office, or by the Warrant Agent of the Company at its office, in
         proper form for exercise, the Holder shall be deemed to be the holder
         of record of the shares of Common Stock issuable upon such exercise,
         notwithstanding that the stock transfer
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         books of the Company shall then be closed or that certificate
         representing such shares of Common Stock shall not then be actually
         delivered to the Holder. Each Warrant not exercised by its expiration
         date shall become void, and all rights thereunder and all rights in
         respect thereof under this Agreement shall cease on such date.

B.       RESERVATION OF SHARES. The Company hereby agrees that at all times
         there shall be reserved for issuance and/or delivery upon exercise of
         this Warrant such number of shares of its Common Stock as shall be
         required for issuance of delivery upon exercise of this Warrant.

C.       FRACTIONAL SHARES. No fractional shares or scrip representing
         fractional shares shall be issued upon the exercise of this Warrant.
         With respect to any fraction of a share called for upon exercise
         hereof, the Company shall pay to the Holder, in lieu of such fraction,
         an amount in cash equal to the then "Current Market Price" (as defined
         in Section F(3)(b) below) multiplied by such fraction.

D.       EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable,
         without expense, at the option of the Holder, upon presentation and
         surrender hereof to the company or at the office of the Warrant Agent
         for other Warrants of different denominations entitling the holder
         thereof to purchase in aggregate the same number of shares of Common
         Stock purchasable hereunder. The term Warrant as used herein includes
         any Warrants into which this Warrant may be divided or exchanged. Upon
         receipt by the Company of evidence reasonably satisfactory to it of
         the loss, theft, destruction, or mutilation of this Warrant, and (in
         the case of loss, theft or destruction) of reasonably satisfactory
         indemnification, and upon surrender and cancellation of this Warrant,
         if mutilated, the Company will execute and deliver a new Warrant of
         like tenor and date.

E.       RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
         entitled to any rights of a shareholder in the Company (including,
         without limitation, the right to receive dividends or other
         distributions, to exercise any preemptive rights, to vote or to
         consent or to receive notice as shareholders in respect of the
         meetings of shareholders or the election of directors of the Company
         or any other mater, except as specifically provided for herein) either
         at law or equity, and the rights of the Holder are limited to those
         expressed in the Warrant and are not enforceable against the Company
         except to the extent set forth herein.

F.       STOCK DIVIDENDS, RECLASSIFICATION, REORGANIZATION, ANTIDILUTION
         PROVISIONS. ETC. This Warrant is subject to the following further
         provisions:





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         1.      In case, prior to the expiration of this Warrant by exercise
                 or by its terms, the Company shall issue any shares of its
                 Common Stock as a stock dividend or subdivide the number of
                 outstanding shares of Common Stock into a greater number of
                 shares, then, in either of such cases, the Exercise Price per
                 share of the Warrant Shares purchasable pursuant to this
                 Warrant in effect at the time of such action shall be
                 proportionately reduced and the number of Warrant Shares at
                 that time purchasable pursuant to this Warrant shall be
                 proportionately increased; and conversely, in the event the
                 Company shall reduce the number of outstanding shares of
                 Common Stock by combining such shares into a smaller number of
                 shares, then, in such case, the Exercise Price per share of
                 the Warrant Shares purchasable pursuant to this Warrant in
                 effect at the time of such action shall be proportionately
                 increased and the number of Warrant Shares at that time
                 purchasable pursuant to this Warrant shall be proportionately
                 decreased. Any dividend paid or distributed upon the Common
                 Stock in stock of any other class of securities convertible
                 into shares of Common Stock shall be treated as a dividend
                 paid in Common Stock to the extent that shares of Common Stock
                 are issuable upon the conversion thereof. There shall be no
                 adjustment of the Exercise Price (and no corresponding
                 adjustment in the number of Warrant Shares) pursuant to this
                 subsection (1) if the amount of such adjustment would be less
                 than $.05 per share of Common Stock; provided, however, that
                 any adjustment which by reason of this provision is not
                 required to be made immediately shall be carried forward and
                 taken into account in any subsequent adjustment.

         2.      In case, prior to the expiration of this Warrant by exercise
                 or by its terms, the Company shall be recapitalized by
                 reclassifying its outstanding Common Stock, par value $.0001
                 per share, into stock with a different par value or by
                 changing its outstanding Common Stock with par value to stock
                 without par, the Company or a successor corporation shall be
                 consolidated with or merge into or convey all or substantially
                 all of its or of any successor corporation's property and
                 assets to any other corporation or corporations (any such
                 corporation being included within the meaning of the term
                 "Successor Corporation" in the event of any consolidation with
                 or merger into any such corporation, or the sale of all or
                 substantially all of the property of any such corporation), in
                 exchange for stock or securities of a Successor Corporation,
                 the holder of this Warrant shall thereafter have the right to
                 purchase upon the terms and conditions and during the time
                 specified in this Warrant, in lieu of the Warrant Shares
                 theretofore purchasable upon the exercise of this Warrant, the
                 kind and amount of shares of stock and other securities
                 receivable upon such recapitalization or consolidation, merger
                 or conveyance by a holder of the number of shares of Common
                 Stock which the holder of this Warrant would have been
                 entitled to receive upon the occurrence of such
                 recapitalization or consolidation, merger





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                 or conveyance had this Warrant been exercised immediately
                 prior to such occurrence.

         3.      (a)      If the Company shall issue any additional Shares
                 (other than as provided in the foregoing subsections (1), (2)
                 and (5) of this Section F) at a price per share that is less
                 than the Current Market Price (as defined hereafter), then the
                 number of Warrant Shares issuable hereunder shall be adjusted
                 to that number determined by multiplying the number of Shares
                 issuable upon exercise of a Warrant immediately prior thereto
                 by a fraction:

                          (i)     the numerator of which shall be equal to the
                 number of Shares outstanding immediately after the issuance of
                 such additional Shares, and

                          (ii)    the denominator of which shall be equal to
                 the sum of (I) the number of Shares outstanding immediately
                 prior to the issuance of such additional Shares plus (II) a
                 number equal to the quotient obtained by dividing (w) an
                 amount equal to the aggregate consideration received by the
                 Company for the additional Shares so issued by (x) the Current
                 Market Price.  Whenever the number of Warrant Shares are
                 adjusted as provided in this Section F(3)(a), the Exercise
                 Price per share of the Warrant Shares shall be adjusted by
                 multiplying such Exercise Price immediately prior to such
                 adjustment by a fraction, the numerator of which shall be the
                 number of Warrant Shares purchasable upon the exercise of such
                 Warrant immediately prior to such adjustment, and the
                 denominator of which shall be the number of Warrant Shares so
                 purchasable immediately thereafter.

                 (b)      For purposes of this Subsection 3, "Current Market
                 Price" on any date shall mean the average of the daily market
                 price per Share for the 30 consecutive trading days preceding
                 such date. The market price for each such day shall be the
                 last sale price on such date as quoted on the Nasdaq Stock
                 Market's National Market, or, if no sale takes place on such
                 day, then the Current Market Price for each such trading day
                 shall be the average of the reported closing bid and asked
                 price quotations on such day in the over-the-counter market,
                 as reported by Nasdaq, or, if not so reported, as furnished by
                 the National Quotation Bureau, Inc., or, if such firm at the
                 time is not engaged in the business of reporting such prices,
                 as furnished by any similar firm then engaged in such business
                 as selected by the Company, or if there is no such firm, as
                 furnished by any member of the National Association of
                 Securities Dealers, Inc. selected by the Company. If at any
                 time the Shares are not listed on any domestic exchange or
                 quoted on the domestic over-the-counter market, the Current
                 Market Price shall be the fair market





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                 value per Share as determined in good faith by the Board of
                 Directors of the Company.

                 (c)      No adjustment of the number of Warrant Shares
                 issuable shall be made under this subsection upon the issuance
                 of any additional Shares which are issued pursuant to any
                 Common Stock Equivalent (as defined hereafter) if, upon the
                 issuance of such Common Stock Equivalent, (1) any adjustment
                 shall have been made pursuant to subsection (5) of this
                 Section F or (2) no adjustment was required pursuant to
                 subsection (5) of this Section F.

         4.      Upon the occurrence of each event requiring an adjustment of
                 the Exercise Price and of the number of Warrant Shares
                 purchasable at such adjusted Exercise Price by reason of such
                 event in accordance with the provisions of this Section F.,
                 the Company shall compute the adjusted Exercise Price and the
                 adjusted number of Warrant Shares purchasable at such adjusted
                 Exercise Price by reason of such event in accordance with the
                 provisions of this Section F. and shall prepare a certificate
                 setting forth such adjusted Exercise Price and the adjusted
                 number of Warrant Shares and showing in detail the facts upon
                 which such conclusions are based. The Company shall mail
                 forthwith to each holder of this Warrant a copy of such
                 certificate, and thereafter said certificate shall be
                 conclusive and shall be binding upon such holder unless
                 contested by such holder by written notice to the Company
                 within thirty (30) days after receipt of the certificate by
                 such holder.

         5.      If the Company shall issue any Common Stock Equivalent and the
                 price per Share (including any consideration paid for the
                 Common Stock Equivalent) for such additional Shares as may be
                 issuable pursuant thereto shall be less than the Current
                 Market Price, then the number of Warrant Shares issuable
                 hereunder shall be adjusted as provided in subsections 3(a)
                 and 3(b) of this Section F on the basis that (i) the maximum
                 number of additional shares issuable pursuant to all such
                 Common Stock Equivalents shall be deemed to have been issued
                 (whether or not such Common Stock Equivalents are actually
                 then exercisable, convertible or exchangeable in whole or in
                 part) as of the earlier of (A) the date on which the Company
                 shall enter into a firm contract for the issuance of such
                 Common Stock Equivalent, or (B) the date of actual issuance of
                 such Common Stock Equivalent, and (ii) the aggregate
                 consideration received for such maximum number of additional
                 Shares shall be deemed to be the minimum consideration
                 received or receivable as of such time by the Company for the
                 issuance of such additional Shares, plus any consideration for
                 such Common Stock Equivalents. No adjustment of the number of
                 Warrant Shares issuable hereunder shall be made under this
                 subsection (5) upon the issuance of any Convertible Security
                 (as defined





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                 hereafter) which is issued pursuant to the exercise of any
                 options, warrants or other subscription or purchase rights
                 therefor, if any adjustment shall previously have been made in
                 the number of Warrant Shares then in effect upon the issuance
                 of such options, warrants or other rights pursuant to this
                 subsection (5).

                 For purposes of this Section F, "Common Stock Equivalent"
                 shall mean any evidence of indebtedness, shares of capital
                 stock or other securities which are or may be at any time
                 convertible into or exchangeable for additional Shares
                 (collectively, "Convertible Securities"), or any warrant,
                 option or other right to subscribe for or purchase any
                 additional Shares or any Convertible Security, other than this
                 Warrant.

         6.      In case the Company shall sell or issue Common Stock or Common
                 Stock Equivalents containing the right to subscribe for or
                 purchase Common Stock for a consideration consisting, in whole
                 or in part, of property other than cash or its equivalent,
                 then, in determining the "price per Share" of Common Stock and
                 the "consideration received by the Company" for purposes of
                 Section 3(a) or the first sentence of Section F(5), the Board
                 of Directors shall determine the fair value of said property,
                 and such determination, if based upon the Board of Directors'
                 good faith business judgment, shall be binding upon the
                 registered holders. In determining the "price per share" of
                 Common Stock, any underwriting discounts or commissions paid
                 to brokers, dealers or other selling agents shall not be
                 deducted from the price received by the Company for sales of
                 securities registered under the Act or issued in a private
                 placement.

         7.      Upon the expiration of any rights, options, warrants or
                 conversion privileges, if such shall not have been exercised,
                 the number of shares of Common Stock purchasable upon exercise
                 of a Warrant and the Exercise Price, to the extent a Warrant
                 has not then been exercised, shall, upon such expiration, be
                 readjusted and shall thereafter be such as they would have
                 been had they been originally adjusted (or had the original
                 adjustment not been required, as the case may be) on the basis
                 of (A) the fact that the only shares of Common Stock so issued
                 were the shares of Common Stock, if any, actually issued or
                 sold upon the exercise of such rights, options, warrants or
                 conversion privileges, and (B) the fact that such shares of
                 Common Stock, if any, were issued or sold for the
                 consideration actually received by the Company upon such
                 exercise plus the consideration, if any, actually received by
                 the Company for the issuance, sale or grant of all such
                 privileges, options, warrants or conversion privileges whether
                 or not exercised; provided, however, that no such readjustment
                 shall have the effect of increasing the Exercise Price by an
                 amount in excess of the amount of the adjustment initially
                 made in respect of the issuance, sale or grant of such rights,
                 options, warrants or conversion privileges.





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         8.      No adjustment under Subsections (3) or (5) of this Section F
                 in the number of shares of Common Stock purchasable pursuant
                 to the Warrant (and no corresponding change in the Exercise
                 Price per Share) shall be required unless such adjustment
                 would require an increase or decrease of at least one percent
                 in the number of shares of Common Stock then purchasable upon
                 the exercise of the Warrants or, if the Warrants are not then
                 exercisable, the number of shares of Common Stock purchasable
                 upon the exercise of the Warrants on the first date thereafter
                 that the Warrants become exercisable; provided, however, that
                 any adjustments which by reason of this subsection (8) are not
                 required to be made immediately shall be carried forward and
                 taken into account in any subsequent adjustment.

         9.      In case:

                 (a)      the Company shall take a record of the holders of its
                          Common Stock for the purpose of entitling them to
                          receive a dividend or any other distribution in
                          respect of the Common Stock (including cash),
                          pursuant to without limitation, any spin-off,
                          split-off or distribution of the Company's assets; or

                 (b)      the Company shall take a record of the holders of its
                          Common Stock for the purpose of entitling them to
                          subscribe for or purchase any shares of stock of any
                          class or to receive any other rights; or

                 (c)      of any classification, reclassification or other
                          reorganization of the capital stock of the Company,
                          the Company's consolidation with or merger into
                          another corporation, or conveyance of all or
                          substantially all of the assets of the Company; or

                 (d)      of the voluntary or involuntary dissolution,
                          liquidation or winding up of the Company;

                 then, and in any such case, the Company shall mail to the
                 Holder, at least twenty (20) days prior thereto, a notice
                 stating the date or expected date on which a record is to be
                 taken for the purpose of such dividend or distribution of
                 rights, or the date on which such classification,
                 reclassification, reorganization, consolidation, merger,
                 conveyance, dissolution, liquidation, or winding up is to take
                 place, as the case may be. Such notice shall also specify the
                 date or expected date, if any is to be fixed, as of which
                 holders of Common Stock of record shall be entitled to
                 participate in said dividend on distribution of rights, or
                 shall be entitled to exchange their shares of Common stock for
                 securities or other property deliverable upon such
                 classification, reclassification,





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                 reorganization, consolidation, merger, conveyance,
                 dissolution, liquidation, or winding up, as the case may be.
                 The failure to give such notice shall not affect the validity
                 of any such proceeding or transaction and shall not affect the
                 right of the holder of this Warrant to participate in said
                 dividend, distribution of rights, or any such exchange and
                 acquire the kind and amount of cash, securities or other
                 property as the Holder would have been entitled to acquire if
                 it was the record holder of the Warrant Shares which could be
                 obtained upon the exercise of the Warrants immediately before
                 such proceeding or transaction; provided that, the Holder
                 exercises the Warrants within 30 days after discovery that
                 such action or proceeding has taken place.

         10.     (a)      Except as specifically provided in Section F hereof,
                 no adjustment in respect of any dividends or distributions out
                 of earnings shall be made during the term of a Warrant or upon
                 the exercise of a Warrant.

                 (b)      No adjustments shall be made pursuant to Section F
                 hereof in connection with the issuance of the Company's Class
                 A Preferred Stock or Class B Preferred Stock (or the shares of
                 Common Stock issuable upon conversion thereof), or the
                 Warrants (or the underlying shares of Common Stock). No
                 adjustments shall be made pursuant to Section F hereof in
                 connection with (i) the conversion of the 9.0% Subordinated
                 Convertible Notes of the Company, (ii) the exercise of options
                 or warrants of the Company outstanding at the date of this
                 Agreement, (iii) the issuance of any securities under the
                 Company's stock option, stock purchase, stock bonus,
                 retirement or similar employee benefit plans in existence on
                 the date hereof, and any such plans which hereafter shall be
                 adopted or approved by the shareholders of the Company, or
                 (iv) anti-dilution provisions applicable to any other
                 security. No adjustment shall be made pursuant to subsections
                 (3) or (5) of this Section F if, as a result of such
                 adjustment, either (i) the number of shares of Common Stock
                 purchasable upon the exercise of each Warrant immediately
                 after such adjustment would be less than the number of shares
                 of Common Stock otherwise purchasable upon exercise of each
                 Warrant immediately prior to such adjustment, or (ii) the
                 Exercise Price immediately after such adjustment would be more
                 than the Exercise Price immediately prior to such adjustment.

G.       TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. Neither this
         Warrant, the Warrant Shares, nor any other security issued or issuable
         upon exercise of this Warrant may be sold or otherwise disposed or
         except as follows: (a) to a person who, in the opinion of counsel
         reasonably satisfactory to the Company, is a person to whom the
         Warrant or Warrant Shares may legally be transferred without
         registration and without the delivery of a current prospectus under
         the Securities Act of 1933, as amended (the "Act") with respect
         thereto, or (b) to any person pursuant to an effective





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         registration under the Act and upon delivery of a prospectus then
         meeting the requirements of the Act relating to such securities and
         the offering thereof for such sale or disposition and, in either case
         and only against receipt of a Warrant Agreement substantially
         identical to this Agreement executed by such person.

H.       REGISTRATION RIGHTS.

         1.      The Warrant Shares have not been registered under the Act.
                 Upon exercise, in part or in whole, certificates representing
                 the Warrant Shares shall bear the following legend:

                 "The securities represented by this certificate have not been
                 registered under the Securities Act of 1933, as amended (the
                 "Act") and may not be offered or sold except pursuant to (i)
                 an effective registration under the Act or (ii) an opinion of
                 counsel, if such opinion shall be reasonably satisfactory to
                 counsel to the issuer, that an exemption from registration
                 under the Act is available."

         2.      Subject to the further terms and conditions of this Agreement,
                 if the Company at any time during the period from June 26,
                 1996 to June 25, 2003 proposes to register any Common Stock on
                 any form for the general registration of securities under the
                 Act, other than in connection with an exchange offer, a
                 dividend reinvestment plan or any registration on Form S-4 or
                 Form S-8 (or any successor forms then in effect), the Company
                 shall at such time give prompt written notice to the Holder of
                 its intention to do so and of the Holder's rights under this
                 Section H. Upon the written request of the Holder made within
                 15 days after receipt of any such notice (which request shall
                 specify the number of "Registrable Shares" (as defined below)
                 intended to be disposed of by the Holder and the intended
                 method of disposition thereof), the Company shall use its
                 reasonable efforts to cause the Registrable Shares for which
                 the Holder has requested registration to be registered under
                 the Act, provided that (i) if, at any time after giving
                 written notice of its intention to register Common Stock but
                 prior to the effective date of the registration statement
                 filed in connection with such registration, the Company shall
                 determine for any reason not to register such Common Stock,
                 the Company may, at its election, give written notice of such
                 determination to the Holder, and, thereupon, shall be relieved
                 of its obligation to register any Registrable Shares, and (ii)
                 if such registration involves an underwritten offering, the
                 Holder must sell his Registrable Shares (if the Holder
                 continues to desire such Registrable Shares to be registered)
                 to the underwriters of such offering on the same terms and
                 conditions as apply to the Company or the stockholders for
                 whose account securities are to be sold, as the case may be.
                 As used herein,





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                 "Registrable Shares" shall mean any Warrant Shares, provided
                 that any particular Warrant Shares shall cease to be
                 Registrable Shares when: (i) a registration statement with
                 respect to the sale of such securities shall have been
                 declared effective under the Act and such securities shall
                 have been disposed of in accordance with such registration
                 statement, (ii) they shall have been distributed to the public
                 pursuant to Rule 144 (or any successor provision) under the
                 Act, (iii) they shall have been otherwise transferred, new
                 certificates for them not bearing a legend restricting further
                 transfer shall have been delivered by the Company and
                 subsequent disposition of them shall not require registration
                 or qualification of them under the Act or any similar state
                 law then in force, (iv) they shall have ceased to be
                 outstanding, or (v) they have become transferable without any
                 further holding or volume limitations pursuant to Rule 144(k)
                 (or any successor provision then in effect).

         3.      In connection with any registration pursuant to this Section H
                 involving an underwritten offering, if the managing
                 underwriter or underwriters advise the Company in writing
                 that, in its or their opinion, the number of securities
                 requested to be included in such registration would adversely
                 affect such offering (including, without limitation, a
                 decrease in the price at which such securities can be sold),
                 then the amount of the Registrable Shares included in the
                 offering shall be reduced, and the Registrable Shares and the
                 other shares of Common Stock to be included in the offering
                 shall participate in such offering as follows: (i) shares to
                 be sold by the Company shall have priority over all shares to
                 be offered by any other stockholders of the Company, including
                 the Holder, and (ii) if shares in the excess of the Common
                 Stock to be sold on behalf of the Company can, in the good
                 faith judgment of such managing underwriter or underwriters,
                 successfully be marketed in such offering, the Registrable
                 Shares and the other shares of Common Stock to be to be
                 offered by any other stockholders of the Company, including
                 the Holder, shall be included in such offering, subject to
                 reduction pro rata in proportion to the number of shares of
                 Common Stock proposed to be included in such offering by the
                 Holder and each other selling stockholder, provided, however,
                 that, in the event the foregoing would result in the exclusion
                 of the Holder's Registrable Shares, from the registration
                 statement, then the Holder shall have the right to include
                 such shares in the registration statement subject only to a
                 binding agreement in a form acceptable to the managing
                 underwriter not to sell the registered shares for a period not
                 exceeding twelve months following the effective date of the
                 registration statement.





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         4.      Registration Procedures.

                 (a)      Company Obligations. If and whenever the Company is
                 required to use its reasonable efforts to effect the
                 registration of any Registrable Shares under the Act as
                 provided in this Agreement, the Company shall, as promptly as
                 practicable:

                          (i)     prepare and file with the SEC a registration
                 statement with respect to such Registrable Shares and use its
                 reasonable efforts to cause such registration statement to
                 become effective as soon thereafter as reasonably practicable.
                 The Company will promptly notify the Holder and, if requested
                 by the Holder, confirm such advice in writing, (x) when such
                 registration statement becomes effective, (y) when any
                 post-effective amendment to such registration statement
                 becomes effective, and (z) of any request by the SEC for any
                 amendment or supplement to such registration statement or any
                 prospectus relating thereto or for additional information;

                          (ii)    prepare and file with the SEC such amendments
                 and supplements to such registration statement and the
                 prospectus used in connection therewith as may be necessary to
                 keep such registration statement effective for at least six
                 months (or for such shorter period in which the Holder has
                 sold all of the Registrable Shares included in such
                 registration statement) and to comply with the provisions of
                 the Act with respect to the disposition of all securities
                 covered by such registration statement during such period in
                 accordance with the intended methods of disposition by the
                 Holder set forth in such registration statement;

                          (iii)   furnish to the Holder at least one copy of
                 such registration statement and of each amendment and
                 supplement thereto (in each case including all exhibits) and
                 such number of copies of the prospectus included in such
                 registration statement (including each preliminary prospectus)
                 and of each supplement thereto and of such other documents as
                 the Holder may reasonably request in order to facilitate the
                 disposition of the Registrable Shares by the Holder:

                          (iv)    use its reasonable efforts to register or
                 qualify the Registrable Shares covered by the registration
                 statement under such securities or blue sky laws of the States
                 of New York, New Jersey and Connecticut, as the Holder or the
                 managing underwriter, if any, shall reasonably request, except
                 that the Company shall not for any such purpose be required to
                 qualify generally to do business as a foreign corporation in
                 any jurisdiction where, but for the requirements of this
                 Section H(4)(a)(iv), it would not be obligated to be so





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                 qualified, to subject itself to taxation in any such
                 jurisdiction or to consent to general service of process in
                 any such jurisdiction;

                          (v)     promptly notify the Holder at any time when a
                 prospectus is required to be delivered under the Act during
                 the period mentioned in Section H(4)(a)(ii) and the Company
                 becomes aware that the prospectus included in such
                 registration statement, as then in effect, includes an untrue
                 statement of a material fact or omits to state a material fact
                 required to be stated therein or necessary to make the
                 statements therein not misleading in the light of the
                 circumstances then existing; and, at the request of the
                 Holder, promptly prepare and furnish to the Holder a
                 reasonable number of copies of an amended or supplemental
                 prospectus as may be necessary so that, as thereafter
                 delivered to the purchasers of such Registrable Shares, such
                 prospectus shall not include an untrue statement of a material
                 fact or omit to state a material fact required to be stated
                 therein or necessary to make the statements therein not
                 misleading in the light of the circumstances then existing;
                 and

                          (vi)    make available for inspection by the Holder,
                 by any underwriter participating in any disposition to be
                 effected pursuant to such registration statement and by any
                 attorney, accountant or other agent retained by the Holder or
                 any such underwriter, in each case upon receipt of an
                 appropriate confidentiality agreement, all financial and other
                 records, corporate documents and properties of the Company and
                 its subsidiaries, and cause the Company's officers and
                 employees to supply all information, as may be reasonably
                 requested by the Holder or any such underwriter, attorney,
                 accountant or agent in connection with such registration
                 statement.

                 (b)      The Holder Obligations.

                          (i)     In connection with any registration of
                 Registrable Shares pursuant to this Agreement, the Holder
                 shall furnish the Company in writing such information and
                 documents regarding the Holder and the distribution of the
                 Registrable Shares as the Company may reasonably request, and
                 the Holder shall execute all questionnaires, powers of
                 attorney, indemnities, standstill agreements, hold-back
                 agreements, underwriting agreements and other documents
                 required under the terms of underwriting agreements as may be
                 necessary or appropriate to effect the registration of the
                 Registrable Shares under the Act and state securities or blue
                 sky laws, as reasonably determined by the Company.

                          (ii)    The Holder agrees that, upon receipt of any
                 notice from the Company of the happening of any event of the
                 kind described in Section





                                       12
<PAGE>   13
                 (H)(4)(a)(v), the Holder shall forthwith discontinue
                 disposition of Registrable Shares pursuant to the registration
                 statement covering such Registrable Shares until the Holder's
                 receipt of copies of the supplemented or amended prospectus
                 contemplated by Section (H)(4)(a)(v), and, if so directed by
                 the Company, the Holder shall deliver to the Company all
                 copies, other than permanent file copies then in the Holder's
                 possession, of the prospectus covering such Registrable Shares
                 in effect at the time of receipt of such notice. In the event
                 the Company shall give any such notice, the period mentioned
                 in (H)(4)(a)(v) shall be extended by the number of days during
                 the period from and including the date of the giving of such
                 notice pursuant to (H)(4)(a)(v) to and including the date when
                 the Holder shall have received the copies of the supplemented
                 or amended prospectus contemplated by (H)(4)(a)(v).

                          (iii)   If requested by the managing underwriter of
                 any underwritten offering of securities of the Company, the
                 Holder shall agree not to effect any public sale or
                 distribution of any Shares (except pursuant to the
                 registration statement), including any sale pursuant to Rule
                 144, during the ten-day period prior to and the 90-day period
                 following the effectiveness of the registration statement
                 relating to such offering.

                          (iv)    The Holder will not, during the distribution
                 of the securities contemplated by the Registration Statement,
                 purchase or sell any securities of the Company in a manner
                 which may constitute a "manipulative" or "deceptive" practice
                 as defined in the rules and regulations promulgated under
                 Section 10(b) of the Securities Exchange Act of 1934, as
                 amended.

         5.      Expenses. The Company shall bear and pay all of the
                 Registration Expenses in connection with each registration of
                 Registrable Shares pursuant to Section H(1); provided,
                 however, that (a) all underwriting discounts and commissions
                 and fees, discounts and commissions of brokers and dealers
                 attributable to the Registrable Shares shall be borne and paid
                 by the Holder, (b) any other fees or expenses incurred by any
                 of the parties, including fees and expenses of attorneys and
                 accountants, shall be borne by the party that incurred them,
                 and (c) the Holder shall bear and pay its pro-rata share of
                 the expenses described in clauses (i) and (ii) below (the
                 "Registration Fees"). As used herein, "Registration Expenses"
                 shall mean any and all expenses incident to performance of or
                 compliance with this Agreement, including without limitation:
                 (i) all stock exchange or NASD registration and filing fees,
                 (ii) all fees and expenses of complying with state securities
                 or blue sky laws (including reasonable fees and disbursements
                 of counsel for the underwriters in connection with blue sky
                 qualifications of the Registrable Shares), (iii) all printing,
                 messenger and delivery expenses, (iv) the fees and
                 disbursements of counsel for





                                       13
<PAGE>   14
                 the Company and of its independent public accountants, (v) any
                 fees and disbursements of underwriters customarily paid by
                 issuers or sellers of securities, and (vi) the fees and
                 disbursements of any special experts retained by the Company
                 in connection with the requested registration, but excluding
                 underwriting discounts and commissions, fees, discounts and
                 commissions of brokers and dealers, transfer taxes and the
                 fees and disbursements of counsel for the Holder. As used
                 herein, "pro rata share" shall mean the product of (a) the
                 aggregate Registration Fees multiplied by (b) a fraction whose
                 numerator shall be the number of the Holder's Registrable
                 Shares included in the Registration Statement and whose
                 denominator shall be the total number of Shares of the
                 Company's Common Stock included in the Registration Statement.

         6.      Indemnification.

                 (a)      In the event of any registration of Registrable
                 Shares under the Act pursuant to this Agreement, the Company
                 shall indemnify and hold harmless, to the extent permitted by
                 law, the Holder, each Person who participates as an
                 underwriter in the offering or sale of such securities and
                 each other Person, if any, who controls any such underwriter
                 within the meaning of the Act, against any and all losses,
                 claims, damages or liabilities to which the Holder or such
                 underwriter or controlling Person may become subject under the
                 Act, common law or otherwise, insofar as such losses, claims,
                 damages or liabilities (or actions or proceedings in respect
                 thereof) arise out of or are based upon (a) any untrue
                 statement or alleged untrue statement of any material fact
                 contained in any registration statement under which such
                 securities were registered under the Act, any preliminary,
                 final or summary prospectus contained therein, or any
                 amendment or supplement thereto, or (b) any omission or
                 alleged omission to state therein a material fact required to
                 be stated therein or necessary to make the statements therein
                 not misleading, and the Company shall reimburse the Holder and
                 each such underwriter and controlling Person for any legal or
                 any other expenses reasonably incurred by them in connection
                 with investigating or defending any such loss, claim,
                 liability, action or proceeding; provided, however, that the
                 Company shall not be liable in any such case to the extent
                 that any such loss, claim, damage, liability (or action or
                 proceeding in respect thereof) arises out of or is based upon
                 any breach by the indemnified person of its obligations under
                 this Agreement, including, without limitation, those contained
                 in Section H(4)(b), or any untrue statement or alleged untrue
                 statement or omission or alleged omission made in such
                 registration statement or amendment or supplement thereto or
                 in any such preliminary, final or summary prospectus, or
                 amendment or supplement thereto, in reliance upon and in
                 conformity with information furnished to the Company by or on
                 behalf





                                       14
<PAGE>   15
                 of the Holder or any such underwriter or controlling Person
                 for use in the preparation thereof, and provided further, that
                 the Company shall not be liable to the Holder or any Person
                 who participates as an underwriter in the offering or sale of
                 Registrable Shares, or to any other Person who controls such
                 underwriter within the meaning of the Act, under the indemnity
                 agreement set forth in this Section H(6)(a), with respect to
                 any such untrue statement or omission in any preliminary
                 prospectus or the final prospectus, or the final prospectus as
                 amended or supplemented, as the case may be, to the extent
                 that any such loss, claim, damage or liability of the Holder
                 or such underwriter or controlling Person results from the
                 fact that the Holder or such underwriter sold Shares to a
                 person to whom there was not sent or given, at or prior to the
                 written confirmation of such sale, a copy of the final
                 prospectus (including any documents incorporated by reference
                 therein) or of the final prospectus as then amended or
                 supplemented (including any documents incorporated by
                 reference therein), whichever is most recent, if the Company
                 has previously furnished copies thereof to the Holder or such
                 underwriter and such final prospectus, as then amended or
                 supplemented, has corrected any such untrue statement or
                 omission. The indemnity provided for herein shall remain in
                 full force and effect regardless of any investigation made by
                 or on behalf of the Holder or any such underwriter or
                 controlling Person.

                 (b)      In the event of any registration of Registrable
                 Shares under the Act pursuant to this Agreement, the Holder
                 shall indemnify and hold harmless (in the same manner and to
                 the same extent as set forth in Section H(6)(a)) the Company,
                 each director of the Company, each officer of the Company who
                 shall sign the registration statement and its controlling
                 Persons, if any, and all other prospective sellers and their
                 respective directors, officers and controlling Persons with
                 respect to any untrue statement or alleged untrue statement in
                 or omission or alleged omission from such registration
                 statement, any preliminary, final or summary prospectus
                 contained therein, or any amendment or supplement thereto, if
                 such untrue statement or alleged untrue statement or omission
                 or alleged omission was made in reliance upon and in
                 conformity with information furnished to the Company by or on
                 behalf of the Holder for use in the preparation of such
                 registration statement, preliminary, final or summary
                 prospectus or amendment or supplement. Such indemnity shall
                 remain in full force and effect regardless of any
                 investigation made by or on behalf of the Company or any of
                 the other prospective sellers or any of their respective
                 directors, officers or controlling Persons.

                 (c)      Any Person entitled to indemnification hereunder
                 shall (a) give prompt notice to the indemnifying party of any
                 claim with respect to which it seeks indemnification, and (b)
                 permit such indemnifying party to assume the defense





                                       15
<PAGE>   16
                 of such claim with counsel reasonably satisfactory to the
                 indemnified party; provided, however, that any Person entitled
                 to indemnification hereunder shall have the right to employ
                 separate counsel and to participate in the defense of such
                 claim, but the fees and expenses of such counsel shall be at
                 the expense of such Person and not of the indemnifying party
                 unless (a) the indemnifying party has agreed to pay such fees
                 or expenses, (b) the indemnifying party shall have failed to
                 assume the defense of such claim and employ counsel reasonably
                 satisfactory to such Person, or (c) the Person to be
                 indemnified shall have been advised by counsel in writing that
                 a conflict of interest exists between such Person and the
                 indemnifying party with respect to such claims (in which case,
                 if the Person notifies the indemnifying party in writing that
                 such Person elects to employ separate counsel at the expense
                 of the indemnifying party, the indemnifying party shall not
                 have the right to assume the defense of such claim on behalf
                 of such Person). The indemnifying party will not be subject to
                 any liability for any settlement made without its consent (but
                 such consent will not be unreasonably withheld). No
                 indemnified party will be required to consent to entry of any
                 judgment or enter into any settlement which does not include
                 as an unconditional term thereof the giving by all claimants
                 or plaintiffs to such indemnified party and its Affiliates of
                 a release from all liability in respect to such claim or
                 litigation. Any indemnifying party who is not entitled to, or
                 elects not to, assume the defense of a claim will not be
                 obligated to pay the fees and expenses of more than one
                 counsel for all parties indemnified by such indemnifying party
                 with respect to such claim.

                 (d)      Indemnification similar to that specified in the
                 preceding subdivisions of this Section H(6) (with appropriate
                 modifications) shall be given by the Company to the Holder and
                 each underwriter of Registrable Shares, and by the Holder to
                 the Company, with respect to any required registration or
                 other qualification of securities under any federal or state
                 law or regulation other than the Act.

I.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to the holder as follows:

         1.      The Company is duly organized and, as of the date of the
                 original issuance hereof, existing under the laws of the state
                 of Nevada.

         2.      The Company shall at all times reserve and keep available out
                 of its authorized shares of Common Stock, solely for the
                 purpose of issuing Warrant Shares upon the exercise of this
                 Warrant, such shares as may be issuable upon the exercise
                 hereof.





                                       16
<PAGE>   17
         3.      Warrant Shares, when issued and paid for in accordance with
                 the terms of this Warrant, will be fully paid and not
                 assessable.

         4.      This Warrant has been duly authorized and approved by all
                 required corporate action by the Company and does not violate
                 the certificate of incorporation or bylaws of the Company.


[CORPORATE SEAL]
                                      -----------------------------------------
                                      Richard McGorrian, President

Dated:

ATTEST:

                                                   
-----------------------------------------
S. Gerald Birin, Executive Vice President





                                       17
<PAGE>   18
                                 PURCHASE FORM
                                 TO BE EXECUTED
                           UPON EXERCISE OF WARRANTS


TO:      Reddi Brake Supply Corporation
         1376 Walter Street
         Ventura, CA 93003

         The undersigned hereby irrevocably exercises, according to the terms
and conditions thereof, the right to purchase ___________ Shares of Common
Stock, evidenced by the within Warrant to Purchaser Common Stock, and herewith
makes payment of the purchase price in full,

         Dated:                                             
               ---------------------------------------------

         Name:                                              
              ----------------------------------------------

         Address:                                                   
                 -------------------------------------------

         Signature:                                                 
                   -----------------------------------------

         UPON EXERCISE OF THIS WARRANT PAYMENT SHOULD BE MADE TO THE ORDER OF
REDDI BRAKE SUPPLY CORPORATION.





                                       18